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Securities and Exchange Commission (SEC) No-Action Letters Securities Regulation

Foley Hoag LLP

SEC Issues Guidance Regarding Self-Verification of Accredited Investor Status for Rule 506(c) Offerings

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On March 12, 2025, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued a no-action letter clarifying that issuers relying on Rule 506(c) of Regulation D, the private offering safe harbor permitting general...more

Seward & Kissel LLP

SEC Staff Issues Bright Line Guidance for Minimum Investment Amount in Offerings to Verify Accredited Investor Status under Rule...

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On March 12, 2025, staff of the Office of Small Business Policy of the Division of Corporation Finance (the “SEC Staff”) of the Securities and Exchange Commission (the “SEC”) issued interpretive guidance in the form of a...more

Vedder Price

SEC Staff No-Action Letter Allows Issuers to Rely on High Minimum Investment Amounts to Verify Purchasers in Rule 506(c) Offerings

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On March 12, 2025, the staff of the Securities and Exchange Commission (“SEC”) issued no-action guidance providing that certain minimum investment amounts, along with certain written representations from the purchaser, could...more

Mintz - Venture Capital & Emerging Companies...

SEC Provides Further Clarity in Rule 506(c) Offerings

On March 12, 2025, the Securities and Exchange Commission (the “SEC”) issued a No-Action Letter that provided guidance regarding the ways issuers can satisfy the accredited investor verification requirements of offerings made...more

Troutman Pepper Locke

Recent SEC Corp/Fin Interpretations of Interest

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In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more

BakerHostetler

SEC No-Action Letter Streamlines Verification Steps for Rule 506(c) Offerings with Sufficiently Large Minimum Investments

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On March 12, the Staff of the SEC issued interpretive guidance in a no-action letter (the No-Action Letter) agreeing with an interpretation of Rule 506(c) proposed by a major international law firm (the Request Letter). ...more

Flaster Greenberg PC

SEC Offers Updated Guidance for Rule 506(c) Private Placements

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On March 12, 2025, the SEC published a No-Action Letter clarifying accredited investor verification requirements under Rule 506(c)....more

King & Spalding

SEC Staff No-Action Letter Eases Rule 506(c) Accredited Investor Verification

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On March 12, 2025, the SEC Division of Corporation Finance published a no-action letter that facilitates compliance with Regulation D Rule 506(c), which permits general solicitation, for offerings with certain minimum...more

Dorsey & Whitney LLP

Rule 506(c) Update: SEC Issues No-Action Letter Allowing Self-Certification of Accredited Investor Status in Certain Circumstances

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On March 12, 2025, the staff at the Securities and Exchange Commission (SEC) Division of Corporate Finance issued a no-action letter in response to a request for Rule 506(c) interpretative guidance, agreeing that an issuer...more

Goodwin

New SEC No-Action Letter Eases Burden on General Solicitations

Goodwin on

On March 12, 2025, the staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) issued a no-action letter (NAL) recognizing the reasonableness of one method by which issuers relying on Rule...more

ArentFox Schiff

SEC No Action Letter Guidance Streamlines Rule 506(c) Accredited Investor Verification

ArentFox Schiff on

On March 12, the US Securities and Exchange Commission (SEC), via a No Action Letter, issued interpretive guidance clarifying what constitutes “reasonable steps” issuers can take to verify purchasers’ accredited investor...more

Foley & Lardner LLP

No Action Letter – Regulation D Rule 506(c)

Foley & Lardner LLP on

The SEC now permits public marketing of private placements, without burdensome investor wealth verification requirements, if the investment is big enough. On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)...more

DarrowEverett LLP

Less Red Tape, More Capital? SEC Clarifies 506(c) Verification Rules

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On March 12, 2025, the Securities and Exchange Commission (“SEC”) issued a significant no-action letter clarifying the use of high minimum investment amounts as a method for verifying accredited investor status under Rule...more

Troutman Pepper Locke

SEC Broadens Guidance on Accredited Investor Verification

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The Securities and Exchange Commission (SEC) has issued a no-action letter providing new interpretive guidance on the verification of accredited investor status in offerings conducted under Rule 506(c) of Regulation D, which...more

Morrison & Foerster LLP

Back to the Future: SEC Staff Issues Sweeping New Guidance on Shareholder Proposals Mid-Season

On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more

Pullman & Comley, LLC

Congress Enacts Statute Exempting “M&A Brokers” From Registration as Brokers or Dealers

Pullman & Comley, LLC on

Effective March 29, 2023, certain small business brokers will be exempted from registering with the Securities and Exchange Commission (the SEC). The new law was signed into effect on December 29, 2022, as part of the...more

Mayer Brown Free Writings + Perspectives

SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income...more

Cadwalader, Wickersham & Taft LLP

Rule 15c2-11 Update: The SEC Provides Temporary Relief for Fixed Income Rule 144A Securities Until January 4, 2025

The SEC’s Division of Trading and Markets issued a new no-action letter yesterday that removes the requirement that Rule 144A information be made publicly available prior to a broker-dealer publishing a quotation or...more

Latham & Watkins LLP

Settlement of Digital Asset Trading Just Got Easier

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SEC relief streamlines noncustodial settlement of digital asset trades, but broker-dealer custody is still off-limits. On September 25, 2020, the US Securities and Exchange Commission (SEC) issued a no-action letter (the...more

Polsinelli

Time to Do the Foxtrot (Three Step) SEC Establishes Improved Process for Settlement of Digital Asset Securities

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The U.S. Securities and Exchange Commission (“SEC”) Division of Trading and Markets recently issued a no action letter to FINRA that may help to streamline the settlement of digital asset securities transactions by...more

Polsinelli

Wind of Change - The Year FinTech Came in From the Cold - Polsinelli BitBlog: Year End Edition

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Digital assets and Blockchain technologies which were once described as the tools of criminals, are now a key part of efforts by traditional financial services firms to transform their businesses and innovative firms looking...more

Kramer Levin Naftalis & Frankel LLP

SEC Proposes to Modernize the Advertising and Cash Solicitation Rules for Investment Advisers

The Securities and Exchange Commission (the SEC) announced on Monday that it had voted to propose amendments to modernize Rule 206(4)-1 (which addresses investment adviser advertisements) (the Advertising Rule) and Rule...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - September 2019

In this issue of The Distributed Ledger, we discuss the IRS' warning letters for over 10,000 cryptocurrency holders, the SEC's settlement with a blockchain company regarding unregistered ICO transactions, and a European...more

Carlton Fields

Has OMB Reined in the SEC?

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An April 11, 2019, Office of Management and Budget Memorandum seeks to bring certain guidance issued by federal agencies, including the SEC, under more effective scrutiny. By its terms, the Memorandum applies to agency rules,...more

Kramer Levin Naftalis & Frankel LLP

SEC Clarifies Rules, Enforcement Approach on Digital Assets

Amid increasing enforcement activity with respect to cryptocurrencies, coins and tokens, the SEC recently issued guidance intended to provide clarity to the markets. ...more

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